Does an LLC or stock corporation in Switzerland strictly need a business account?
For formation with cash, an LLC or stock corporation needs an account on which the capital is deposited. In the case of the stock corporation, the law explicitly prescribes that cash contributions must be deposited with a bank to the exclusive disposal of the company (Art. 633 Abs. 1 OR). The bank may only release the amount once the company has been registered in the commercial register (Art. 633 Abs. 2 OR).
For the LLC, the same basic idea applies via the reference to the rules under company law regarding the performance and examination of contributions. Upon formation, the contribution corresponding to the issue price must be fully paid up for each share (Art. 777c Abs. 1 OR). In all other respects, the provisions of company law apply mutatis mutandis to the performance and examination of contributions (Art. 777c Abs. 2 Ziff. 3 OR).
In practical terms this means: Before the actual business account, there is usually a capital contribution account. This account is not a normal account for invoices, salaries or card payments. It serves to secure the initial capital and to prove that the contributions have been made.
After registration in the commercial register, the capital is released. Depending on the bank, the capital contribution account is then converted into an operational business account, or the money is transferred to a newly opened business account of the company.
How does the capital contribution account differ from the business account?
The capital contribution account is a temporary blocked account for the formation phase. The business account is the current account of the company for daily operations.
The difference is important because you cannot freely use the capital before registration in the commercial register. The bank retains the money until the registration of the LLC or stock corporation. In the case of the stock corporation, this follows directly from Art. 633 Abs. 2 OR. In the case of the LLC, it follows from the corresponding application of the company law contribution provisions according to Art. 777c Abs. 2 Ziff. 3 OR.
The capital contribution account therefore primarily serves an evidentiary function. The bank issues a confirmation after receipt of the money. In the case of the stock corporation, this confirmation is explicitly provided for as supporting document in the deed of incorporation, namely as confirmation of the deposit of cash contributions (Art. 631 Abs. 2 Ziff. 4 OR). The Commercial Register Ordinance also requires a certificate for cash contributions for the stock corporation, indicating the bank where the contributions are deposited, unless the bank is already named in the public deed (Art. 43 Abs. 1 lit. f HRegV).
The business account, on the other hand, begins where normal operations begin. From this you pay rent, software subscriptions, suppliers, salaries, social security and taxes. Customer payments also typically run through this account later.
How much capital must be paid in for LLC and stock corporation?
For the LLC, the statutory minimum share capital is CHF 20'000 (Art. 773 Abs. 1 OR). This capital must be fully paid up upon formation because the contribution in the amount of the issue price must be fully rendered for each share (Art. 777c Abs. 1 OR).
For the stock corporation, the statutory minimum share capital is CHF 100'000 (Art. 621 Abs. 1 OR). However, during formation, the entire share capital does not strictly need to be fully paid up. The law requires that at least 20 percent of the nominal value is paid up on each share (Art. 632 Abs. 1 OR). In addition, the contributions made must total at least CHF 50'000 (Art. 632 Abs. 2 OR).
In practice, for founders this means: An LLC with minimum capital generally requires CHF 20'000 on the capital contribution account. A stock corporation requires at least CHF 50'000 with minimum paid-up capital, even though the share capital is at least CHF 100'000.
It is also important that the capital matches the planned structure. The details on the bank form, in the articles of association, in the public deed and in the commercial register application should align. Errors in the company name, registered office, capital amount or shareholdings can trigger inquiries and delay formation.
What documents does the bank typically require?
When opening an account, the bank does not just check whether the money is received. It needs to know who it is entering into a business relationship with and who is behind the company. This is not only related to internal bank processes, but also to anti-money laundering law.
Financial intermediaries must identify the contracting party on the basis of a convincing document when establishing a business relationship. In the case of a legal entity, they must also take note of the power of representation provisions and verify the identity of the persons acting on behalf of the company (Art. 3 Abs. 1 GwG).
In addition, the bank must determine with due diligence who the beneficial owner is (Art. 4 Abs. 1 GwG). In the case of an operationally active legal entity, it must obtain a written declaration as to who the beneficial natural person is (Art. 4 Abs. 2 lit. b GwG).
Therefore, in practice, banks frequently require proof of identity of the founders, details of shareholders, stock corporation holders or beneficial owners, information on the planned business purpose and documents relating to the future company. Depending on the bank, industry and international connection, additional questions may be asked about the source of funds or the business model.
For founders, this is sometimes tedious, but legally comprehensible. The bank does not simply open an account for a project, are opening a regulated business relationship with a future legal entity.
When should you open the bank account in the formation process?
You should open the capital contribution account as soon as the key formation key data is determined. These include in particular the company name, legal form, registered office, capital amount, shareholdings, governing bodies and purpose.
You should not file the application too early if key details could still change. However, you should also not start too late because the bank's review takes time. Especially with foreign founders, complex shareholding structures, holding structures or regulated business models, opening an account can take longer.
A sensible sequence typically looks like this: First, the formation data and articles of association are prepared. Then, the capital contribution account is requested at the bank. After the bank's review, the capital is paid in. Subsequently, the bank issues the capital contribution confirmation. This is integrated into the formation documents. After public notarisation, the company is registered in the commercial register. Only after the commercial register entry does the bank release the capital.
If you need support with the topic of founding, Jurata will be happy to help you at any time – whether you are founding an LLC or stock corporation. Thanks to partnerships with UBS and Zürcher Kantonalbank, the opening of the capital contribution and business account is directly integrated into the process.
What should you look out for when choosing a bank?
When it comes to the business account LLC Switzerland, many first think of fees. These are important, but not the only point. Especially in the preparation phase, how quickly and clearly the bank works also counts.
A decisive factor is whether the bank has experience with LLC and stock corporation formations, how digital the opening process is, what documents are required and how quickly it issues the capital contribution confirmation. Equally important are the subsequent conditions for the business account. These include account management fees, payment packages, cards, e-banking, interfaces to accounting, foreign currency accounts and fees for international payments.
If you work with foreign customers, suppliers or investors, you should pay special attention to foreign currencies, international transfers and compliance requirements. If you are founding a very local service business, simple account management, quick accessibility and good accounting interfaces may be more important on the other hand.
The choice of bank is therefore not just a formality. It influences how smoothly your LLC or stock corporation can pay, settle invoices and grow after formation.
What happens after the commercial register entry?
After registration in the commercial register, the moment is reached for which the capital contribution account was designed. For the bank account, this step is central because the bank will only then release the deposited capital (Art. 633 Abs. 2 OR).
From this point on, the formation capital becomes usable corporate assets. The company can use it to pay initial costs, make investments or secure liquidity for running operations. However, what is important: From this point on, the capital belongs to the company, no longer privately to the founders. Private expenses should therefore not run through the business account.
Especially with an LLC or stock corporation, the separation between private and corporate assets is central. The business account helps to implement this separation cleanly. It simplifies accounting, reduces errors with taxes and social security, and creates transparency towards co-shareholders, the board of directors, the auditors or authorities.
Common mistakes when opening an account
A common mistake is to confuse the capital contribution account with the later business account. The capital contribution account is blocked until the commercial register registration and is not intended for daily payment transactions.
A second mistake is contradictory information. If the company name, registered office, capital amount or shareholdings do not match between the bank, articles of association and deed of formation, inquiries will arise. This costs time.
A third mistake is requesting a bank account too late. The review according to anti-money laundering law can take longer, especially if several people are involved or if there are foreign connections. Anyone who only requests an account shortly before the notary appointment risks delays.
A fourth mistake is mixing private and business payments after formation. The business account should be consistently used for business transactions. Private expenses and reimbursements must be cleanly documented.
Conclusion: The business account is more than a formality
A business account for an LLC or stock corporation in Switzerland is part of a legally ordered formation process. For formation in cash, a capital contribution account is opened first, on which the statutory required capital is auxiliary deposited. For the LLC, the minimum capital is CHF 20'000 and must be fully made (Art. 773 Abs. 1 OR and Art. 777c Abs. 1 OR). For the stock corporation, the minimum share capital is CHF 100'000, whereby at least CHF 50'000 must be paid upon incorporation (Art. 621 Abs. 1 OR and Art. 632 Abs. 2 OR).
The bank may only release the deposited money after the commercial register entry (Art. 633 Abs. 2 OR). At the same time, it must review the contracting party, the acting persons and the beneficial owners (Art. 3 Abs. 1 GwG and Art. 4 Abs. 2 lit. b GwG).
Anyone wishing to open a business account for an LLC in Switzerland or for a stock corporation should therefore not only compare fees. Crucial factors are a cleanly prepared formation process, complete documents, a suitable bank and an account that fits the business model after formation.
